EXHIBIT 10.1
AMENDMENT No. 5, dated as of January 1 , 2003, to AMENDED AND RESTATED
MANAGEMENT AGREEMENT, dated as of January 1, 1999, as amended by Amendment No.
1, dated as of January 1, 2000, Amendment No. 2, dated as of January 1, 2001,
Amendment No. 3, dated as of June 27, 2001 and Amendment No. 4, dated as of
January 1, 2002 (as so amended, the "Agreement"), by and among G-I Holdings Inc.
(formerly known as GAF Building Materials Corporation), Merick Inc.,
International Specialty Products Inc. (formerly known as ISP Holdings Inc.)
("ISP" or "New ISP"), ISP Investco LLC ("Investco"), GAF Broadcasting Company,
Inc., Building Materials Corporation of America ("BMCA"), and ISP Management
Company, Inc. (the "Company"), as assignee of ISP Chemco Inc. (formerly known as
ISP Opco Holdings Inc.). Capitalized terms used and not otherwise defined herein
shall have the meanings ascribed to them in the Agreement.
WHEREAS, in accordance with Section 7 of the Agreement, the parties
desire to adjust the management fees payable to the Company under the Agreement,
effective January 1, 2003, in order to reflect the costs to the Company of
providing services thereunder;
NOW, THEREFORE, the parties hereby amend the Agreement as follows:
1. Section 3 of the Agreement is amended, effective as of
January 1, 2003, to read in its entirety as follows:
"In consideration of the Company providing Services hereunder,
each of the corporations listed below shall pay to the Company
a management fee (the "Management Fee") at the following
respective rates for the quarter ending March 31, 2003 and for
each quarter thereafter for which this Agreement has been
extended as provided in Section 1 of this Agreement: BMCA (on
behalf of itself, its parents and its subsidiaries) -
$1,202,500, ISP - $25,000 and, Investco (on behalf of itself
and its subsidiaries) - $1,089,500. The Management Fee shall
be payable monthly in arrears.
In addition to the Management Fee, a wholly owned subsidiary
of BMCA shall pay to Company (as successor to both the
overlandlord's and sublandlord's interests in the subject real
property) rent payments pursuant to and in accordance with the
terms of the Sublease (as amended) between such wholly owned
subsidiary of BMCA and Company, the form of which is attached
as Exhibit A hereto and made a part hereof.
In consideration of BMCA providing G-I Services hereunder, G-I
Holdings (on behalf of itself and its subsidiaries other than
BMCA and BMCA's subsidiaries) shall pay to BMCA a management
fee (the "G-I Management Fee") at the rate of $208,000 for the
quarter ended March 31, 2003 and for each quarter thereafter
for which this Agreement has been extended as provided in
Section 1 of this Agreement. The G-I Management Fee shall be
payable monthly in arrears."
2. Exhibit A to the Agreement is hereby amended to substitute therefore
Exhibit A to this Amendment.
3. In all other respects, the Agreement as previously amended shall remain in
full force and effect.
4. This Amendment is subject to the approval of the Board of Directors of the
Company.
5. This Amendment may be executed in one or more counterparts, each of which
shall be an original but all of which, taken together, shall constitute one and
the same instrument. Failure by any one party to execute this Amendment shall
not affect the rights and obligations of any other party signatory hereto.
IN WITNESS WHEREOF, the parties have executed this Amendment on the
date and year first above written.
G-I HOLDINGS INC. GAF BROADCASTING COMPANY, INC.
By: /s/ Richard A. Weinberg By: /s/ Susan B. Yoss
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Name: Richard A. Weinberg Name: Susan B. Yoss
Title: President, Chief Executive Title: Senior Vice President,
Officer and Chief Financial
General Counsel Officer and Treasurer
MERICK INC. BUILDING MATERIALS CORPORATION
OF AMERICA
By: /s/ Susan B. Yoss
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Name: Susan B. Yoss By: /s/ William W. Collins
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Title: Senior Vice President, Name: William W. Collins
Chief Financial Officer Title: President and
and Treasurer Chief Executive
Officer
INTERNATIONAL SPECIALTY PRODUCTS INC. ISP MANAGEMENT COMPANY, INC.
By: /s/ Neal E. Murphy By: /s/ Neal E. Murphy
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Name: Neal E. Murphy Name: Neal E. Murphy
Title: Senior Vice President Title: Senior Vice
and Chief Financial President and
Officer Chief Financial
Officer
ISP INVESTCO LLC
By International Specialty
Holdings Inc., its sole member
By: /s/ Susan B. Yoss
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Name: Susan B. Yoss
Title: Executive Vice
President - Finance
and Treasurer